Statement of Changes in Beneficial Ownership (4)
23 Novembro 2022 - 06:11PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Murphy Polly A. |
2. Issuer Name and Ticker or Trading
Symbol Celcuity Inc. [ CELC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
16305 36TH AVENUE N., SUITE 100 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/22/2022
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|
(Street)
MINNEAPOLIS, MN 55446
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
11/22/2022 |
|
P |
|
5000 |
A |
$9.6766 (1) |
5000 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Stock Option (right to buy) |
$8.31 |
|
|
|
|
|
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(2) |
9/12/2032 |
Common Stock |
10000 |
|
10000 |
D |
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|
Stock Option (right to buy) |
$8.31 |
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|
|
|
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(3) |
9/12/2032 |
Common Stock |
16300 |
|
16300 |
D |
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| Explanation of
Responses: |
| (1) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $9.6500 to $9.7000
inclusive. The reporting person undertakes to provide Celcuity
Inc., any security holder of Celcuity Inc., or the staff of the
Securities and Exchange Commission upon request, full information
regarding the number of shares purchased at each separate price
within the range set forth in this footnote. |
| (2) |
2,500 shares vest on each of
9/12/23, 9/12/24, 9/12/25 and 9/12/26. |
| (3) |
This Option will vest and
become exercisable on April 30, 2023, or if earlier, the date of
the Company's 2023 Annual Meeting of Stockholders. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Murphy Polly A.
16305 36TH AVENUE N.
SUITE 100
MINNEAPOLIS, MN 55446 |
X |
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Signatures
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/s/ Eric O. Madson as Attorney-in-Fact for Polly
A. Murphy pursuant to Power of Attorney previously
filed. |
|
11/23/2022 |
| **Signature of Reporting
Person |
Date |
|
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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